-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UFRvB5OPsV/Fj8U+vXPgqX7obfpXfCCuYJpb9s1WOKQojLft1ohjLIW+AnLDnGmo 4/yym3bQjvB59bE1+4ojjg== 0001021408-01-503199.txt : 20010711 0001021408-01-503199.hdr.sgml : 20010711 ACCESSION NUMBER: 0001021408-01-503199 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010710 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHICAGO BRIDGE & IRON CO N V CENTRAL INDEX KEY: 0001027884 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION SPECIAL TRADE CONTRACTORS [1700] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-52337 FILM NUMBER: 1677340 BUSINESS ADDRESS: STREET 1: P O BOX 74658 CITY: 1075 AD AMSTERDAM STATE: P8 ZIP: 00000 MAIL ADDRESS: STREET 1: POLARISAVENUE 31 STREET 2: 2132 JH HOOFDORP CITY: THE NETHERLANDS FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PITT DES MOINES INC CENTRAL INDEX KEY: 0000078853 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED PLATE WORK (BOILER SHOPS) [3443] IRS NUMBER: 250729430 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: TOWN CENTER ONE SUITE 400 STREET 2: 1450 LAKE ROBBINS RD CITY: WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 4123313000 MAIL ADDRESS: STREET 1: TOWN CENTER ONE SUITE 400 STREET 2: 1450 LAKE ROBBINS RD CITY: WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: PITTSBURGH DES MOINES CORP DATE OF NAME CHANGE: 19850908 FORMER COMPANY: FORMER CONFORMED NAME: PITTSBURGH DES MOINES STEEL CO DATE OF NAME CHANGE: 19810325 SC 13D/A 1 dsc13da.txt AMENDMENT #2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment 2)* CHICAGO BRIDGE & IRON COMPANY N.V. (Name of Issuer) Common Stock, par value NLG 0.01 (Title of Class of Securities) N19808 109 (CUSIP Number) Ronald Basso, Esq. Buchanan Ingersoll Professional Corporation One Oxford Center, 20th Floor 301 Grant Street Pittsburgh, PA 15219 (412)-562-8800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 18, 2001 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. _________________________ * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP: N19808 109 - ------------------------------------------------------------------------------ NAMES OF REPORTING PERSONS 1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS: Pitt-Des Moines, Inc. I.R.S. IDENTIFICATION NO: 25-0729430 - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS 4 00 - ------------------------------------------------------------------------------ CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED TO ITEMS 2(d) OR 2(e) [X] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Pennsylvania - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 Number of 0 Shares ----------------------------------------------------------- SHARED VOTING POWER Beneficially 8 Owned by N/A ----------------------------------------------------------- Each SOLE DISPOSITIVE POWER 9 Reporting N/A Person ----------------------------------------------------------- SHARED DISPOSITIVE POWER With 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 0 shares - ------------------------------------------------------------------------------ CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 N/A - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) 14 CO - ------------------------------------------------------------------------------ This Amendment No. 2 is filed in accordance with Rule 13d-2 of the Securities Exchange Act of 1934, as amended, by the Reporting Person and refers only to information which has materially changed since the filing of Schedule 13D Amendment No. 1 by the Reporting Person on April 10, 2001. The items identified below are amended to add the information as set forth below. Capitalized terms not otherwise defined have the meanings ascribed to them in the original Schedule 13D filed by the Reporting Person on February 20, 2001. Item 4. Purpose Of Transaction On June 18, 2001, the Issuer exercised its call rights on the remaining 2,040,816 CB&I Shares owned by the Reporting Person. The Reporting Person received $35 million in net proceeds from the Issuer in the disposition of the 2,040,816 CB&I Shares. As a result of this transaction, the Reporting Person no longer owns any CB&I Shares. The Asset Purchase Agreement was amended as of May 31, 2001. The amendment is attached hereto as an Exhibit. A letter agreement was executed May 31, 2001 by and between the Issuer and the Reporting Person amending certain sections of the Shareholder Agreement. The letter agreement is attached hereto as an Exhibit. Item 5. Interest In Securities Of The Issuer The information contained in Item 4 is incorporated herein by this reference. (a) Number of Shares Beneficially Owned: 0 Percent of Class N/A (b) Sole Power to Vote, Direct the Vote of, 0 or Dispose of Shares: (c) Recent Transactions See Item 4. (d) Rights with Respect to Dividends or N/A Sales Proceeds: (e) Date of Cessation of Five Percent N/A Beneficial Ownership: Item 7. Material To Be Filed As Exhibits 1. Letter Agreement, dated as of May 31, 2001, by and among Pitt-Des Moines, Inc. and Chicago Bridge & Iron Company N.V. 2 2. Amendment No. 2 to Asset Purchase Agreement, dated as of May 31, 2001, by and among Pitt-Des Moines, Inc., Chicago Bridge & Iron Company N.V. and CB&I Constructors, Inc. 3 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 10, 2001 /s/ R. A. Byers ----------------------------- R. A. Byers Vice President, Finance and Treasurer 4 EX-99.1 2 dex991.txt LETTER AGREEMENT May 31, 2001 Chicago Bridge & Iron Company N.V. Mr. Gerald M. Glenn Mr. Timothy J. Wiggins 1501 North Division Street Plainfield, IL 60544-8984 Gentlemen: Reference is made to the Shareholder Agreement dated as of February 7, 2001 among you and the undersigned (the "Agreement"). Each capitalized term used herein which is defined in the Agreement shall have the meaning assigned to such term in the Agreement. Sections 5.01(a) and 5.02(a) of the Agreement provide to the undersigned the right to require CB&I, in the absence of a Material Breach, to acquire at $17.15 per share any or all of the Put Shares and LC Shares then held by the undersigned during the twenty business day period from June 30, 2001 through July 30, 2001. For valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the undersigned agrees that it will not require CB&I, in the absence of a Material Breach, to acquire any of the Put Shares or the LC Shares prior to July 26, 2001; and provided further, that if requested in writing by CB&I and consented to by Farinvest, Ltd., the undersigned will agree that it will not require CB&I, in the absence of a Material Breach, to acquire any of the Put Shares or the LC Shares prior to August 14, 2001. CB&I agrees that it will pay interest to PDM, calculated at the rate of 5.88% per annum, on the principal amount of the purchase price of any Put Shares and/or any LC Shares repurchased from PDM after June 30, 2001, such interest to be payable for the period from June 30, 2001 to the date of transfer by, and payment to, PDM for any such Shares. In connection with this agreement, the undersigned also agrees that (i) the latest call date by which CB&I may acquire any or all of the CB&I Shares pursuant to Section 4.01 of the Agreement shall be extended from June 28, 2001 to July 26, 2001 (or to August 14, 2001 if the proviso at the end of the preceding paragraph shall take effect), and (ii) the earliest date on which the undersigned may exercise its Demand Registration right pursuant to Section 6.01(b) of the Agreement shall be extended from June 30, 2001 to July 31, 2001 (or to August 15, 2001 if the proviso at the end of the preceding paragraph shall take effect). Very truly yours, PITT-DES MOINES, INC. By: /s/ R. A. Byers ----------------------------------------- Title: Vice President Finance & Treasurer -------------------------------------- Accepted and Agreed: CHICAGO BRIDGE & IRON COMPANY N.V. By: CHICAGO BRIDGE & IRON COMPANY B.V., its Managing Director By: /s/ Gerald M. Glenn ----------------------------- Title: Managing Director -------------------------- EX-99.2 3 dex992.txt AMENDMENT TO ASSET PURCHASE AGREEMENT [Execution] AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT THIS AMENDMENT NO. 2 is dated May 31, 2001 with retroactive effect to February 7, 2001 (this "Amendment No. 2") by and among PITT-DES MOINES, INC., a Pennsylvania corporation ("Seller"), CHICAGO BRIDGE & IRON COMPANY N.V., a Netherlands company ("CB&I"), and CB&I CONSTRUCTORS, INC., a Texas corporation ("CB&I Sub," and collectively with CB&I, "Purchaser"). RECITALS -------- A. Seller and Purchaser entered into that certain Asset Purchase Agreement dated as of February 7, 2001, as amended by Amendment No. 1 thereto dated March 7, 2001 (the "Asset Purchase Agreement"). B. The parties desire to further amend the Asset Purchase Agreement upon the terms and conditions set forth herein with retroactive effect to February 7, 2001. NOW, THEREFORE, in consideration of the mutual promises and covenants set forth in this Amendment No. 2, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, agree as follows: 1. Definitions. Unless specifically defined herein, each capitalized term ----------- used herein which is defined in the Asset Purchase Agreement shall have the meaning assigned to such term in the Asset Purchase Agreement. The following definitions are restated or added in alphabetical order in Section 1.1 of the Asset Purchase Agreement: "Contracts" has the meaning specified in Section 2.1.4 and shall --------- ------------- include the PDM Venezuela Contracts. "PDM Venezuela" means Construcciones PDM, Venezuela, C.A., a ------------- Venezuelan corporation. "PDM Venezuela Assets" has the meaning specified in Section 2.1.16. -------------------- -------------- "PDM Venezuela Contracts" has the meaning specified in Section ----------------------- ------- 2.1.16. ------ "Retained Excluded Accounts Receivable" means $1,454,344 of ------------------------------------- collected Excluded Accounts Receivable designated by Seller and Purchaser as Excluded Assets as of May 31, 2001. 2. Certain Interpretive Matters. Section 1.2 of the Asset Purchase ---------------------------- Agreement is hereby amended by inserting the following sentence at the end of Section 1.2: "The Assets, Excluded Assets, Assumed Liabilities and Excluded Liabilities that relate to PDM Venezuela subject to this Agreement are described solely in Section 2.1.16, -------------- Section 2.2.9, Section 4.1(i) and Section 4.2(j), ------------- -------------- -------------- respectively." 3. Purchase and Sale of Assets. Section 2.1 of the Asset Purchase --------------------------- Agreement is hereby amended by (i) deleting the phrase "the Significant Subsidiaries" in subsection 2.1.13 and substituting therefor "Hycon, Inc.", and (ii) inserting a new Section 2.1.16 at the end of Section 2.1 reading as follows: "2.1.16. PDM Venezuela. The following assets ------------- relating to PDM Venezuela: (a) machinery and equipment (including field equipment, office furniture and equipment, and computers); (b) inventories (including raw materials and work-in-process); (c) contract rights relating to the customer project contracts and the warehouse lease listed on Schedule 2.1.16(a) (the "PDM ------------------ --- Venezuela Contracts"); (d) the accounts receivable listed ------------------- on Schedule 2.1.16(b); and (e) cash on hand in the amount ------------------ of $557,098. Such assets shall be referred to in this Agreement as the "PDM Venezuela Assets" and shall be -------------------- deemed part of the Assets for purposes of this Agreement." 4. Excluded Assets. (a) Section 2.2.1(b) of the Asset Purchase Agreement --------------- is hereby amended and restated to read in its entirety as follows: "(b) cash in certain foreign bank accounts not exceeding $580,482 in aggregate amount." (b) Section 2.2.3(b) of the Asset Purchase Agreement is hereby amended and restated to read in its entirety as follows: "(b) the construction contracts of Seller's Engineered Construction Division relating to (i) the Enron LNG Project, (ii) the Tampa Sea-3 Project, (iii) the Panama Refineria project in Colon, Panama (#48070), (iv) the H.B. Zachry Co. project in Reidsville, NC (#49055), (v) the Northwestern Mechanical project in Jones Creek, TX (#48206), (vi) the Fina Oil and Chemical Co. project in Port Arthur, TX (#49002), and (vii) subject to Section ------- 2.3.2(b) below, the Contracts listed in subsection (a) of -------- Section 5.1.12 of the PDM Disclosure Schedule other than those Contracts listed or described in Schedule 2.2.3 -------------- (such Contracts listed in Schedule 2.2.3 to be included in -------------- the Assets); and" (b) Section 2.2 of the Asset Purchase Agreement is hereby amended by inserting a new Section 2.2.9 at the end of Section 2.2 reading as follows: "2.2.9. PDM Venezuela. The following assets relating ------------- to PDM Venezuela: (a) prepaid taxes, (b) patents, (c) building and 2 leasehold improvements, (d) goodwill and (e) miscellaneous assets (including guaranty deposits and deferred charges)." 5. Purchase Price Adjustment. (a) Section 3.2(a) of the Asset Purchase ------------------------- Agreement is hereby amended by deleting the phrase "April 15, 2001" in the second line thereof and substituting therefor " May 8, 2001". (b) Section 3.2(a)(2) of the Asset Purchase Agreement is hereby amended and restated to read in its entirety as follows: " (2) if the Adjusted Net Working Capital of the Divisions as so calculated is less than the Target Adjusted Net Working Capital of the Divisions, the Cash Amount shall be decreased by the difference between such Adjusted Net Working Capital of the Divisions and the Target Adjusted Net Working Capital of the Divisions, and Seller shall pay Purchaser cash in an amount equal to such difference." 6. Excluded Accounts Receivable. The parties agree that the treatment of ---------------------------- the accounts receivable (including certain unbilled retainage) described in Section 2.2.2 of the PDM Disclosure Schedule, heretofore referred to in the Asset Purchase Agreement as "Excluded Accounts Receivable", shall be modified such that such accounts receivable (other than the Retained Excluded Accounts Receivable) shall instead be considered "Assets" rather than "Excluded Assets" and shall therefore be the sole and exclusive property of Purchaser. Toward that end, as of May 31, 2001, (i) the provisions of Section 3.3 of the Asset Purchase Agreement (and the defined term "Excluded Accounts Receivable") shall be terminated and inoperative, and Section 2.2.2(a) shall be amended in its entirety to read "Retained Excluded Accounts Receivable", (ii) any amounts previously remitted by Purchaser to Seller with respect to such formerly treated "Excluded Accounts Receivable" (other than the Retained Excluded Accounts Receivable) shall be returned to Purchaser (or credited to Purchaser in connection with the Purchase Price Adjustment provided in Section 3.2 of the Asset Purchase Agreement), and (iii) any proceeds or amounts heretofore or hereafter collected by Purchaser with respect to such formerly treated "Excluded Accounts Receivable" (other than the Retained Excluded Accounts Receivable) shall be retained by Purchaser as its sole and exclusive property. 7. Assumed Liabilities. Section 4.1 of the Asset Purchase Agreement is ------------------- hereby amended by (i) deleting the word "and" at the end of Section 4.1(g), (ii) substituting "; and" for the period at the end of Section 4.1(h), and (iii) inserting a new Section 4.1(i) at the end of Section 4.1 reading as follows: "(i) The following liabilities, and only the following liabilities, relating to PDM Venezuela: (i) liabilities and obligations relating to the PDM Venezuela Contracts and (ii) the accounts payable listed on Schedule -------- 2.1.16(c)." --------- 8. Excluded Liabilities. Section 4.2 of the Asset Purchase Agreement is -------------------- hereby amended by (i) deleting the word "and" at the end of Section 4.2(h), (ii) substituting "; and" for 3 the period at the end of Section 4.2(i), and (iii) inserting a new Section 4.2(j) at the end of Section 4.2 reading as follows: "(j) All liabilities and obligations arising out of or relating to the business or operations of PDM Venezuela at or for any period of time (including the period of time from February 7, 2001 to May 31, 2001), including, but not limited to, the following: (i) accrued taxes, (ii) indebtedness, and (iii) payroll, tax and other obligations relating to PDM Venezuela employees and terminated employees, other than obligations relating to former employees of PDM Venezuela whom Purchaser in its sole discretion determines to employ." 9. Certain Tax Matters. Section 7.4(a) of the Asset Purchase Agreement is ------------------- hereby amended to insert the following clause at the end of Section 7.4(a): "; provided, however, that all transfer, sales, value added (VAT), excise and other similar taxes and recording and filing fees pertaining to the transfer of the PDM Venezuela Assets (and any retransfer of the stock of PDM Venezuela) shall be paid by Seller." 10. Expenses. Section 9.2 of the Asset Purchase Agreement is hereby -------- amended to insert the following clause at the end of Section 9.2: "; provided, however, that Seller will pay the reasonable -------- ------- fees and disbursements of Purchaser's local Venezuela counsel, Benson, Perez Matos, Antkly & Watts, incurred in connection with the preparation for, and consummation of, the transfer of the PDM Venezuela Assets (and any retransfer of the stock of PDM Venezuela)." 11. Passage of Title and Risk of Loss. Section 9.10 of the Asset Purchase --------------------------------- Agreement is hereby amended and restated to read in its entirety as follows: " Legal title, equitable title and risk of loss with respect to the Assets will not pass to Purchaser until the Assets are Transferred at the Closing, which Transfer, once it has occurred, will be deemed effective for Tax, accounting and other computational purposes as of 11:59 p.m. (Central Time) on December 31, 2000 (the "Effective --------- Time"); provided, however, that Transfer of the PDM ---- -------- ------- Venezuela Assets will be deemed effective as of 1:00 p.m. (Central Time) on February 7, 2001. Notwithstanding any other provision of this Agreement to the contrary, from and after the Effective Time through February 9, 2001, any revenue or income received or recognized by Seller with respect to the Divisions (other than with respect to PDM Venezuela) shall be for the benefit of, and be paid to, Purchaser, and any cost or expense paid or incurred by Seller 4 with respect to the Divisions (other than with respect to PDM Venezuela) shall be for the account of, and be reimbursed by, Purchaser. Within a reasonable period after the Closing Date (and in no event later than May 31, 2001), Purchaser shall prepare and present a statement to Seller setting forth a calculation of (i) all moneys loaned, advanced or paid by Seller to, or for the benefit of, the Divisions (other than to or for the benefit of PDM Venezuela) from and after the Effective Time through February 9, 2001, (ii) all moneys loaned, advanced, dividended, paid or applied by or from the Divisions (other than by or from PDM Venezuela) to, or for the benefit of, the Seller (excluding the Divisions) or any Affiliate of Seller (including, but not limited to, any amounts so paid or applied relating to any Excluded Liability, corporate overhead charge or other corporate allocation) from and after the Effective Time through February 9, 2001, and (iii) any net funds paid, contributed or advanced to PDM Venezuela by Purchaser from February 7, 2001 through May 31, 2001 not previously accrued as a deduction to working capital on the Audited Final Balance Sheet or not previously paid or reimbursed to Purchaser by Seller, together with such documentation as is reasonably necessary to support such calculations. The net difference between the total amount shown in (i), on the one hand, and the aggregate amount shown in (ii) and (iii), on the other hand, shall be paid by Seller or Purchaser, as the case may be, at the time of the Purchase Price adjustment provided in Section 3.2." ----------- 12. Rescission of Stock Transfer; Waiver. (a) Immediately prior to the ------------------------------------ consummation of the transfer of the PDM Venezuela Assets by Seller to Purchaser, and the assumption by Purchaser of the liabilities described in Section 4.1(i) of the Asset Purchase Agreement, Purchaser shall transfer and return to Seller the outstanding capital stock of PDM Venezuela (all such transactions hereinafter collectively referred to as the "PDM Venezuela Transactions"). In connection with such transfer to Seller of the capital stock of PDM Venezuela, Purchaser makes no representation or warranty to Seller other than the representation and warranty that Purchaser has imposed no lien, pledge or encumbrance on such capital stock during any deemed ownership thereof. The transaction by which such capital stock was originally transferred by Seller to Purchaser shall be treated as rescinded on the books and records (stock register) of PDM Venezuela. (b) Purchaser on its behalf and on behalf of all other Purchaser Indemnitees hereby waives any and all indemnification and other claims against Seller pursuant to Sections 3.2 or 8.2(a)(i) of the Asset Purchase Agreement or otherwise based on or relating to any discrepancy in numbers between (i) the December 31, 2000 PDM Venezuela balance sheet marked "At Closing" attached to Schedule 2.1.16, which financial data was included in the Financial Statements originally delivered by Seller to Purchaser at Closing on February 7, 2001 and referred to in Section 5.1.4(c) of the Asset Purchase Agreement, and (ii) the December 31, 2000 PDM Venezuela balance sheet marked "Revised" attached to Schedule 2.1.16, which revised 5 financial data has been delivered by Seller to Purchaser prior to the execution of this Amendment No. 2. 13. Purchase Option. At any time subsequent to November 30, 2001 and on or --------------- prior to November 30, 2002, Purchaser shall have the right to acquire all the outstanding capital stock of PDM Venezuela from Seller at a purchase price equal to $1,000 (One Thousand Dollars). Purchaser shall notify Seller in writing of its election to exercise such purchase option and the date estimated for consummation of such purchase (not less than five nor more than 45 days after the date of such notice, but in any event not later than November 30, 2002). 14. Counterparts; Effectiveness. This Amendment No. 2 may be executed in --------------------------- counterparts, each of which when so executed being deemed an original and all of which taken together constituting one and the same agreement. This Amendment No. 2 (other than paragraph 6) and the PDM Venezuela Transactions being consummated in connection with the execution hereof shall be retroactively effective to February 7, 2001 (including for accounting and financial reporting purposes). 15. Effect of Amendment. Except as expressly set forth herein, all terms ------------------- and conditions of the Asset Purchase Agreement shall remain unchanged and in full force and effect. 16. Governing Law. This Amendment No. 2 shall be governed by and construed ------------- in accordance with the substantive laws of the State of Illinois, without giving effect to the principles of conflicts of laws thereof. [signature page follows] 6 IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed as of the day and year first above written. PITT-DES MOINES, INC. By: /s/ R. A. Byers --------------------------------------- Name: R. A. Byers ------------------------------------- Title: Vice President Finance & Treasurer ------------------------------------ CHICAGO BRIDGE & IRON COMPANY N.V. By: CHICAGO BRIDGE & IRON COMPANY B.V., its Managing Director By: /s/ T. J. Wiggins --------------------------------------- Name: T. J. Wiggins ------------------------------------- Title: Managing Director ------------------------------------ CB&I CONSTRUCTORS, INC. By: /s/ T. J. Wiggins --------------------------------------- Name: T. J. Wiggins ------------------------------------- Title: Vice President ------------------------------------ ACCEPTED AND AGREED: PDM LATIN AMERICA, LTD. By: /s/ R. A. Byers ----------------------- Name: R. A. Byers --------------------- Title: Vice President Finance & Treasurer ---------------------------------- 7 SCHEDULE 2.1.16 PDM VENEZUELA
(a) PDM Venezuela Contracts ----------------------- Contract No. Description Client Location - ------------ ----------- ------ -------- 69001 Engineering, procurement, SINCOR San Diego De Cabrutica, fabrication and construction of two Anzoategui State 110.000 BBls (Crude oil /Diluent) tanks, two 30.000 BBls tanks for water process, one 4.000 BBls potable water tank and one of 1.000 BBls diluent tank, including concrete foundations, cathodic protection and illumination 69003 Engineering, procurement, ACCROVEN Jose, Anzoategui State fabrication and construction of (1) 500.000 BBls Propane Tank, (1) 100.000 BBls Butane tank, (1) 10.000 BBls Propane Sphere and (1) 30.000 BBls Fire Water tank, including concrete foundations, cathodic protection and heating systems. 69004 Engineering, procurement, SINCOR/Petrozuata San Diego De Cabrutica, fabrication and construction of Anzoategui State three 220.000 BBls crude oil tanks and one 80.000 BBls diluent tank, including dome roof, concrete foundations and cathodic protection. 60003 Modifications on two 220.000 BBls. Petrozuata San Diego De Cabrutica, crude oil tanks, one 80.000 BBls Anzoategui State crude oil tank and one 5.000 BBls process water tank. The work includes engineering, procurement, fabrication and construction of several parts for the tanks, such as new nozzles, nozzle modifications, new internal pipes and aluminum domes repairs.
S-1
Contract No. Description Client Location - ------------ ----------- ------ -------- 60006 Engineering, procurement, PDVSA El Tejero, Monagas State fabrication and construction of one 250.000 BBls crude oil tank, including aluminum dome roof, aluminum floating cover, soil improvement, concrete foundation, cathodic protection, pipe connections to the plant, fire system and the electricity and instrumentation 60007 Engineering, procurement, Petrozuata San Diego De Cabrutica, fabrication and construction of Anzoategui State three 5.000 BBls. tanks for industrial water, produced water and water and oil, two 2.000 BBls tanks for produced water/crude oil and other fluids and one 1.000 BBls tank for produced water/crude oil. Includes concrete foundations 60008 Engineering, procurement, SADE Oritupano, Monagas State fabrication and construction of 4 36.000 BBls Water tanks for two water injection plants, including soil improvement, concrete foundations and cathodic protection
S-2 (b) PDM Venezuela Accounts Receivable --------------------------------- [Jobs Purchased]
Accounts Receivable as of 7 Feb 2001 Contract =========================================== Number Client US$ Bs. -------- ----------------- ------------------------------------------- 69001 SINCOR 69003 ACCROVEN 369,592.84 69004 SINCOR/Petrozuata 24,582.53 14,886.662.00 60003 Petrozuata 92,088,107.97 60006 PDVSA - Tejero 241,910,960.63 60007 Petrozuata 183,970,128.27 60008 SADE - Oritupano 649,320,874.50 ------------------------------------------- Sub-Total 394,175.37 1,182,176,733.37 [Jobs Not Purchased] Accounts Receivable as of 7 Feb 2001 Contract =========================================== Number Client US$ Bs. -------- ----------------- ------------------------------------------- 68013 ISLA - Curacao 69002 Concenegro (JGC) 73,833,368.18 69007 Contrina 60001 PDVSA 46,651,936.00 60002 Bariven 3,958.85 60004 Pequiven ------------------------------------------- Sub-Total 3,958.85 120,485,304.18
S-3 [Other]
Accounts Receivable as of 7 Feb 2001 Contract ============================================= Number Client US$ Bs. -------- -------------- --------------------------------------------- 68001 Solquim 211,828,369.60 68012 INEPAR 1,568,974.23 Misc Z&P 32,432.78 69612 Bariven 25,190.00 69006 Petro-Orinoco 34,887,811.00 --------------------------------------------- Sub-Total 57,622.78 248,285,154.83 TOTAL 455,757.00 1,550,947,192.38
(c) PDM Venezuela Accounts Payable ------------------------------ Accounts Payable as of : 01/31/01 Vendor Name Amount (Bolivars) PJ003 TUBOACERO, C.A 5,914,590.27 PJ009 TRANSVALCAR 2,498,952.04 PJ012 SATELITES Y COMUNICACIONES, C. 742,305.00 PJ013 L`ROY AGENTE ADUANAL 5,640,188.81 PJ035 VENGAS DE ORIENTE, S.A 973,250.00 PJ054 IMPER SIMEX, S.A. 3,485,843.72 PJ069 C.A.N.T.V. 996,476.33 PJ086 Ofidani S.A. 999,172.80 PJ089 COMUNICACIONES HYETTE DE VZLA. 1,587,480.84 PJ096 TESORERIA NACIONAL 17,605,750.42 PJ097 MANUEL CHACIN SUCESORES, C.A. 0.00 PJ098 FENIX MAQUINARIAS, C.A. 12,234,568.15 PJ099 DIPROCAVE, C.A. 0.00 PJ103 Taller Landolfo C.A. 96,000.00 PJ110 DIPROSICA 41,857,941.43 PJ114 Den Spie 24,427,406.15 PJ116 Inversiones Luxy Mor C.A. 105,486.50 PJ117 Administradora Serdeco C.A. 1,000,553.00 PJ119 Ferrum, C.A. -1,369.29 PJ120 Catodica C.A. 37,069,429.18 S-4 PJ122 Inspecta S.A. 1,064,850.00 PJ127 Steelfa C.A. 2,086,991.50 PJ141 AGA Gas, C.A. 728,769.60 PJ144 Walco Industrial, S.A. 627,460.00 PJ145 Presimpca 0.00 PJ147 COSMAUPACA 2,576,250.00 PJ150 EFCO DE VENEZUELA C.A. 2,952,097.84 PJ154 C.B.T. Comunicaciones, C.A. -330.00 PJ165 HERTZ RENTA MOTOR, C.A. 1,665,802.73 PJ173 PRAXAIR VENEZUELA S.A. 0.00 PJ185 HIDROCAPITAL 3,912,031.07 PJ186 CORP-BANCA C.A. 1,389,235.39 PJ196 I.V.S.S. 9,585,614.05 PJ197 CALZADOS FION, C.A. 48,082.65 PJ198 PRODUSCA 1,233,577.20 PJ207 Federal Express 128,632.17 PJ226 FERREMANGUERAS, C.A. 2,142,845.70 PJ233 Alcaldia del Municipio Monagas 25,685,480.18 PJ243 Hotel Punta Palma, C.A 5,583.13 PJ247 Promociones Sinegar C.A. 772,001.07 PJ249 Archicentro C.A. 121,158.00 PJ279 Ematro C.A. 397,266.91 PJ288 Blindados de Oriente, S.A. 2,142,561.79 PJ299 Solvicom S.R.L. 621,920.00 PJ308 Cooperheat-MQS de Venezuela C. 29,457,014.25 PJ312 DIESEL INYECCION RIOS, C.A 533,960.00 PJ315 PRESTO COPY, C.A 144,638.69 PJ318 VENEFCO, S.A 0.00 PJ343 SENIAT 203,418.33 PJ345 MANTENIMIENTOS MP, C.A 111,037,326.58 PJ357 INMADICA 564,859.99 PJ367 CENTRO DE ESPECIALIDADES MEDIC 1,095,292.00 PJ371 CENTRO DE ESP MEDIC STA CECILA 1,729,695.00 PJ373 AGENCIA DE VIAJES PASSARINI-SU 163,105.32 PJ384 SUPER CAUCHO LAS GARZAS, C.A 714,480.00 PJ388 DISTACA ORIENTE, C.A 1,506,591.00 PJ397 SERVICIOS PORTATILES ANZOATEGU 665,400.00 PJ404 VENAMCHAM 145,415.00 PJ436 ESCIMECA 0.00 PJ439 CROMAS COATINGS DE VENEZUELA 3,993,628.50 PJ445 GRUPO PUBLICITARIO 43, C.A -19,656.00 PJ455 SERVIPROI, C.A 1,108,686.82 PJ462 COPLAN, C.A 5,689,307.38 PJ463 GENIUS 2019 COMPUTER, C.A 4,513.16 PJ481 SEMIRCA, C.A 4,020,873.60 PJ484 RIESE & CIA, S.A 157,593.22 S-5 PJ505 CONSTRUCC PDM VENEZUELA, C.A -5,636,067.25 PJ509 SEGUROS AVILA, C.A 1,025,551.75 PJ517 GENERAL DE SEGUROS, S.A 168,437.88 PJ539 PROVIA MONTAJES INDUSTRIALES 137,344,081.11 PJ562 DISTRIBUIDORA OSOROMA, C.A 555,096.00 PJ589 INVERSIONES DORADO SUITES, C.A 99,864.61 PJ595 DITELCA 922,870.00 PJ598 DIPUSOLCA, C.A. 331,169.76 PJ605 COMMETASA 13,511,070.18 PJ617 ARTE Y PUBLICIDAD CENTURY XXI, 217,550.00 PJ620 CLEAN MASTER, C.A 854,100.00 PJ622 CABLE ACERO,C.A. 496,243.00 PJ623 TORNILLOS Y FERRETERIA, C.A. 18,817,514.96 PJ630 CONTRUVALCA 13,740.00 PJ631 FERREKINO, C.A 384,765.80 PJ639 VENE ALQUILER 864,475.00 PJ663 INTERCHEM 23,972,442.61 PJ664 C.A. VENEZOLANA DE PINTURA 1,396,808.48 PJ670 EDICIONES EBRO,C.A. 59,920.00 PJ676 GRUSICA 1,235,250.00 PJ712 PANALPINA C.A. 2,877,817.32 PJ716 HIERROBECO, C.A. 4,568,383.30 PJ717 FERRETOOLS, C.A. 873,635.00 PJ719 CORIMON PINTURAS C.A. 21,950,717.84 PJ728 SANDBLASOL, C.A. 16,509,664.95 PJ734 COMERCIAL SANTIAGO ORIENTE,C.A 2,877,367.83 PJ742 ASERRADERO EL TABLAZO, C.A. 1,013,499.56 FARMACIA PRINCIPAL DE PJ762 TEMBLDO 79,919.00 PJ767 Servicios Secretariales Caston 49,980.00 PJ782 RESTAURANT LOS PINOS 101,900.00 PJ794 FERROMESA, C.A. 1,027,065.00 PJ795 REFERSUCA 515,250.00 PJ796 UNITED GOEDECKE SERVICES, INC -1,314,855.08 PJ813 K.C. DRIVERS EXECUTIVE XV, C.A 353,780.00 PJ814 FANTASIAS ROGASCA, C.A. 66,639.00 PJ817 CONSTRUCCIONES PDM (SINCOR) 400,000.00 PJ818 CONSTRUCCIONES PDM (CONTRINA) 6,637,497.54 CONSTRUC.PDM VENEZUELA PJ819 (ACCRO) 10,951,917.14 CONSTRUC.PDM PJ820 VNZLA,(PETROZUATA 2,859,013.33 PJ823 CONSTRUCIONES PDM (EL TEJERO) 0.00 CONSTRUCCIONES PDM(CERRO PJ831 NEGRO 3,559,181.04 PJ842 PALASERVI, C.A. 196,196,932.61 S-6 PJ848 ESTACION DE SERV.LOS PINOS, CA 523,232.00 PJ858 RIPECCA 20,759,884.52 PJ862 CONSTRUCCIONES PDM (CARDON) 1,874,976.30 PJ863 CONSTRUCCIONES PDM (ORITUPANO) 421,780.00 PJ866 GUARDIANES DE ORIENTE, C.A. 1,057,500.00 PJ869 INVERSIONES LOS HERMANOS, C.A. 2,850,706.50 PJ875 SELETECNICA,C.A. 310,608.00 TRANSPORTE DELGADO PJ882 CAMPUZANO, 635,550.00 PJ883 CIBERNET ORIENTE, S.A. 45,110,320.70 PN032 ALFREDO QUIJADA 3,925,000.00 PN042 SIMON MARIN 42,500.00 PN108 Erasmo Morales -2.00 PN128 Luis Alfredo Hoffmann 10,600.00 PN140 Pedro Suarez -527,610.00 PN150 Toni Barrios -120,073.80 PN162 SANTIAGO ANTON -23,097.34 PN163 CRISTINA OCANDO 0.00 PN410 ANTONIO JOSE OJEDA MACEDO -2,340.00 PN451 JOSE LUIS CORCEGA 294,936.00 PN575 OLYNDA BELLO -242,870.00 PN584 JESUS DAVID PEREZ 0.00 PN784 LUIS M MILANO 2,040,000.00 PN804 JOSE RAFAEL MARIN 2,010,515.00 PN806 JULIO PINO FLORES -3,833.33 PN807 MIRTHA ELIAS 1,439,124.70 PN808 GUZMAN RICHARD 40,660.00 ---------------- 931,256,305.69 Other A/P Accts Payable Accrual 96,227,068.00 Downpayments from customers 228,171,746.93 TOTAL in B's 1,255,655,120.62 ================ S-7 PDM Venezuela Balance Sheet For the year ending December 31, 2000
At Closing Revised ------------- -------------- ASSETS - ------ CURRENT ASSETS - -------------- CASH $ 288,669 $ 366,858 ACCOUNTS RECEIVABLE: TRADE 2,767,290 2,181,356 OTHER 1,758,879 220,122 INVENTORY: RAW MATERIALS 1,126,208 147,796 CONTRACTS - IN - PROGRESS: COSTS 49,757,520 35,751,714 ESTIMATED EARNINGS 7,081,981 (1,104,470) BILLINGS (46,369,611) (30,163,345) INCOME TAXES: DEFERRED BENEFITS PREPAID 1,095,584 909,528 REFUNDABLE ------------- -------------- TOTAL CURRENT ASSETS 17,506,520 8,309,559 INVESTMENTS AND OTHER ASSETS - ---------------------------- OTHER LONG TERM: DEPOSITS GOODWILL 804,809 804,809 MISCELLANEOUS 183,052 306,891 ------------- -------------- TOTAL INVESTMENTS AND OTHER ASSETS 987,861 1,111,700 PROPERTY, PLANT & EQUIPMENT - --------------------------- BUILDINGS 239,888 239,888 MACHINERY AND EQUIPMENT 5,274,951 5,204,548 ACCUMULATED DEPRECIATION (3,172,000) (3,209,711) ------------- -------------- TOTAL NET PROPERTY, PLANT & EQUIPMENT 2,342,839 2,234,725 ------------- -------------- TOTAL ASSETS $ 20,837,220 $ 11,655,984 ============= ============== At Closing Revised ------------- -------------- CURRENT LIABILITIES - ------------------- ACCOUNTS PAYABLE: TRADE 1,861,399 2,978,981 OTHER 11,771 - PAYROLLS: SALARIES, WAGES, COMMISSIONS PAYABLE 134,266 296,653 CONTRACTS-IN-PROGRESS: COSTS (74,577) (7,399,319) ESTIMATED EARNINGS (32,365) (1,597,636) BILLINGS 106,448 8,997,044 ------------- -------------- TOTAL CURRENT LIABILITIES 2,006,942 3,275,723
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